Committee Uses in Administration and Interpretation Clause

Administration and Interpretation from Grant Agreement

MONDELEZ INTERNATIONAL, INC., a Virginia corporation (the Company), hereby grants to the individual (the Participant) named in the Long-Term Incentive Grant Notice (the Notice) a Long-Term Incentive Grant (the LTI Grant) with respect to the Performance Cycle and Performance Goals set forth in the Notice, subject to the terms and provisions of the Notice, this Global Long-Term Incentive Grant Agreement, including any country-specific appendix (this Agreement) and the Mondelez International, Inc. Amended and Restated 2005 Performance Incentive Plan, as amended from time to time (the Plan). Unless and until the Committee determines that an Award is payable with respect to the LTI Grant, in the manner set forth in Sections 4 or 5 hereof, the Participant shall have no right to payment based on the LTI Grant. Prior to payment of an Award based on the LTI Grant, the LTI Grant represents an unsecured obligation of the Company payable, if at all, from the general assets of the Company. All refe

Administration and Interpretation. The terms and provisions of the Plan (a copy of which will be made available online or furnished to the Participant upon written request to the Office of the Corporate Secretary, Mondelez International, Inc., Three Parkway North, Deerfield, Illinois 60015. U.S.A.) are incorporated herein by reference. To the extent any provision in the Notice or this Agreement is inconsistent or in conflict with any term or provision of the Plan, the Plan shall govern except as otherwise expressly set forth in this Agreement. The LTI Grant, the vesting of the LTI Grant and any issuance of Common Stock upon payment of the LTI Grant are subject to, and shall be administered in accordance with, the provisions of the Plan, as the same may be amended from time to time. Any question or dispute regarding the administration or interpretation of the Notice, the Plan Agreement and this Agreement shall be submitted by the Participant or by the Company to the Committee. The resolution of such question or dispute by the Committee shall be final and binding on all persons.

Administration and Interpretation

Essendant, Inc. maintains the 2015 Long-Term Incentive Plan, as amended and restated effective May 20, 2015, and as the same may be subsequently amended, restated or modified (the "LTIP"), under which the Human Resources Committee ("Committee") has the discretion to grant Cash Incentive Awards ("Awards"). Pursuant to the LTIP, the Committee established an annual Umbrella Bonus Pool (the "Umbrella Bonus Pool", also referred to as the "LTIP Cash Award Pool") that, within the individual limitations specified under the LTIP for Cash Incentive Awards, determines the maximum potential Cash Incentive Awards that can be paid to the Chief Executive Officer and the other "covered employees" for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended, and to certain other executive officers. The Committee wishes to exercise its discretion to grant Awards pursuant to the terms and conditions of the LTIP, the Umbrella Bonus Pool, and this Annual Cash Incentive Award Plan (the "C

Administration and Interpretation. The Committee has the authority to control and manage the operation and administration of the LTIP, the Umbrella Bonus Pool and this CIP. Any interpretations of the LTIP, the Umbrella Bonus Pool or this CIP by the Committee and any decisions made by it under the LTIP, the Umbrella Bonus Pool or this CIP are final and binding on the Participant and all other persons.

Administration and Interpretation from Restricted Stock Award Agreement

This Restricted Stock Award Agreement (this "Agreement"), dated as of _____, 2017 (the "Award Date"), is by and between [[FIRSTNAME]] [[LASTNAME]] (the "Participant"), and Essendant Inc., a Delaware corporation (the "Company"). Any term capitalized but not defined in this Agreement will have the meaning set forth in the Company's 2015 Long-Term Incentive Plan (the "Plan"). In the exercise of its discretion to deliver stock of the Company, the Committee has determined that the Participant should receive a restricted stock award, on the following terms and conditions:

Administration and Interpretation. The Committee has the authority to control and manage the operation and administration of the Plan and to make all interpretations and determinations necessary or appropriate for the administration of the Plan and this Agreement, including the enforcement of any recovery of payments pursuant to Section 8 or otherwise. Any interpretations of the Plan or this Agreement by the Committee and any decisions made by it under the Plan or this Agreement are final and binding on the Participant and all other persons. Any inconsistency between this Agreement and the Plan shall be resolved in favor of the Plan.

Administration and Interpretation from Restricted Stock Units Award Agreement

This Restricted Stock Units Award Agreement (this "Agreement"), dated [[DATE]] (the "Award Date"), is by and between [[FIRSTNAME]] [[LASTNAME]] (the "Participant"), and Essendant Inc., a Delaware corporation (the "Company"). Any term capitalized but not defined in this Agreement will have the meaning set forth in the Company's 2015 Long-Term Incentive Plan (the "Plan").

Administration and Interpretation. The Committee has the authority to control and manage the operation and administration of the Plan and to make all interpretations and determinations necessary or appropriate for the administration of the Plan and this Agreement, including the enforcement of any recovery of payments pursuant to Section 8 or otherwise. Any interpretations of the Plan or this Agreement by the Committee and any decisions made by it under the Plan or this Agreement are final and binding on the Participant and all other persons. Any inconsistency between this Agreement and the Plan shall be resolved in favor of the Plan except to the extent such resolution would result in a violation of Code Section 409A.

Administration and Interpretation from Executive Bonus Plan

The purposes of the Herc Holdings Inc. Senior Executive Bonus Plan (the "Plan") are (i) to compensate certain members of senior management of the Company on an individual basis for significant contributions to the Company and its subsidiaries and (ii) to stimulate the efforts of such members by giving them a direct financial interest in the performance of the Company. The Plan is an amendment and restatement of the Hertz Global Holdings, Inc. Senior Executive Bonus Plan, which was approved by the stockholders of the Company (formerly known as Hertz Global Holdings, Inc.) on May 27, 2010.

Administration and Interpretation. 4.1

Administration and Interpretation from Performance Share Agreement

Administration and Interpretation. In consideration of the grant of Performance Shares hereunder, the Grantee specifically agrees that the Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan and Agreement as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee shall be final, conclusive, and binding upon the Grantee, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement. The Committee may delegate its interpretive authority as permitted by the provisions of the Plan.

Administration and Interpretation from Restricted Stock Unit Agreement

Administration and Interpretation. In consideration of the grant of Restricted Stock Units hereunder, the Grantee specifically agrees that the Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan and Agreement as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee shall be final, conclusive, and binding upon the Grantee, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement. The Committee may delegate its interpretive authority as permitted by the provisions of the Plan.

Administration and Interpretation from Performance Share Agreement

Administration and Interpretation. In consideration of the grant of Performance Shares hereunder, the Grantee specifically agrees that the Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan and Agreement as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee shall be final, conclusive, and binding upon the Grantee, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement. The Committee may delegate its interpretive authority as permitted by the provisions of the Plan.

Administration and Interpretation from Restricted Stock Award Agreement

This Restricted Stock Award Agreement (this "Agreement"), dated as of September 1, 2016 (the "Award Date"), is by and between [[FIRSTNAME]] [[LASTNAME]] (the "Participant"), and Essendant Inc., a Delaware corporation (the "Company"). Any term capitalized but not defined in this Agreement will have the meaning set forth in the Company's 2015 Long-Term Incentive Plan (the "Plan"). In the exercise of its discretion to deliver stock of the Company, the Committee has determined that the Participant should receive a restricted stock award, on the following terms and conditions:

Administration and Interpretation. The Committee has the authority to control and manage the operation and administration of the Plan and to make all interpretations and determinations necessary or appropriate for the administration of the Plan and this Agreement, including the enforcement of any recovery of payments pursuant to Section 8 or otherwise. Any interpretations of the Plan or this Agreement by the Committee and any decisions made by it under the Plan or this Agreement are final and binding on the Participant and all other persons. Any inconsistency between this Agreement and the Plan shall be resolved in favor of the Plan.

Administration and Interpretation from Cash Incentive Award Agreement

This Cash Incentive Award Agreement (this "Agreement"), dated as of July 15, 2016 (the "Award Date"), is by and between Ric Phillips (the "Participant"), and Essendant Inc., a Delaware corporation (the "Company"). Any term capitalized but not defined in this Agreement will have the meaning set forth in the Company's 2015 Long-Term Incentive Plan (the "Plan"). In the exercise of its discretion to grant cash incentives, the Committee has determined that the Participant should receive a Cash Incentive Award, on the following terms and conditions:

Administration and Interpretation. The Committee has the authority to control and manage the operation and administration of the Plan and to make all interpretations and determinations necessary or appropriate for the administration of the Plan and this Agreement, including the enforcement of any recovery of payments pursuant to Section 8 or otherwise. Any interpretations of the Plan or this Agreement by the Committee and any decisions made by it under the Plan or this Agreement are final and binding on the Participant and all other persons. Any inconsistency between this Agreement and the Plan shall be resolved in favor of the Plan.